SCHIFF HARDIN & WAITE EXHIBIT 5
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7300 Sears Tower
Chicago, Illinois 60606
Linda Jeffries Wight
312-258-5619
January 19, 1996
Newell Co.
29 East Stephenson Street
Freeport, IL 61032-0943
Re: Newell Co. Registration Statement on Form S-3
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Ladies and Gentlemen:
We have acted as counsel to Newell Co., a Delaware corporation
(the "Company"), in connection with the filing of a Registration
Statement on Form S-3 (the "Registration Statement") with the
Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended (the "Act"). The Registration Statement relates to
the registration under the Act of up to $500,000,000 of (i) the
Company's unsecured, senior and subordinated debt securities,
consisting of debentures, notes or other evidences of indebtedness in
one or more series ("Debt Securities"); (ii) preferred stock of the
Company in one or more series ("Preferred Stock"); and (iii) common
stock, par value $1.00 per share ("Common Stock"), of the Company and
related rights to purchase Junior Participating Preferred Stock,
Series B of the Company. The Debt Securities, Preferred Stock and
Common Stock are collectively referred to as the "Securities."
The senior Debt Securities are to be issued under an indenture,
dated as of November 1, 1995, between the Company and The Chase
Manhattan Bank, National Association, as trustee. The subordinated
Debt Securities are to be issued under an indenture, dated November 1,
1995 between the Company and The Chase Manhattan Bank, National
Association, as trustee. (Each such indenture is referred to as an
"Indenture" and, together, as the "Indentures.") The Securities may
be offered and sold pursuant to one or more underwriting or
distribution agreements (each, together with any related schedule of
terms, an "Underwriting Agreement") between the Company and the
underwriters named therein, or as otherwise provided pursuant to the
Registration Statement.
In this regard, we have reviewed the Registration Statement and
the exhibits thereto and have examined such other documents and made
such investigation as we have deemed necessary in order to enable us
to render the opinions set forth below. In rendering such opinions,
we have assumed that (i) the Registration Statement will have become
effective under the Act and the Indentures will have been qualified
under the Trust Indenture Act of 1939, as amended, (ii) a Prospectus
Supplement (a "Prospectus Supplement") relating to the Securities to
be offered and sold as contemplated by the Registration Statement will
be prepared, delivered and filed as contemplated by the Act, (iii)
each of the Indentures will represent the valid and binding obligation
of the respective trustee, (iv) each Underwriting Agreement, as
applicable, will be executed and delivered in substantially the
respective form filed as an exhibit to the Registration Statement, and
(v) each Underwriting Agreement will be authorized, executed and
delivered by or on behalf of the underwriters named therein and will
represent a valid and binding obligation of each such underwriter.
Based on the foregoing, we are of the opinion that:
1. The Company is a corporation duly incorporated and validly
existing under the laws of the State of Delaware.
2. The Debt Securities will be valid and binding obligations of
the Company, enforceable in accordance with their terms (except as
enforcement thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer or other laws relating
to or affecting enforcement of creditors' rights generally or by
general equity principles and except that a claim in respect of any
Debt Securities denominated other than in U.S. dollars may be
converted into U.S. dollars at a rate of exchange prevailing at a date
determined by applicable law and enforcement thereof may be further
limited by governmental authority to limit, delay or prohibit the
making of payments in a foreign currency or currency unit or payment
outside the United States), at such time as: (a) the board of
directors of the Company or a duly authorized committee thereof (the
"Board of Directors") shall have established by resolution, not
inconsistent with the applicable Indenture, a series in which such
Debt Securities are to be issued and the terms of such Debt
Securities, and such series and terms shall have been set forth, or
determined in the manner provided, in an officers' certificate or
established in a supplemental indenture in accordance with the
requirements of the Indenture; and (b) the issuance and sale of such
Debt Securities shall have been duly authorized by the Board of
Directors, and such Debt Securities shall have been duly executed,
authenticated, issued, registered (if applicable) and delivered
pursuant to the provisions of the applicable Indenture and, if
applicable, in accordance with a duly authorized, completed and
executed Underwriting Agreement, as contemplated in the Registration
Statement and the related Prospectus Supplement, against payment of
the agreed consideration therefor.
3. At such time as: (a) the Board of Directors shall have
established by resolution a series in which Preferred Stock is to be
issued and the terms of such Preferred Stock in accordance with the
Delaware General Corporation Law and the Company's Restated
Certificate of Incorporation, and a Certificate of Designations to the
Company's Restated Certificate of Incorporation setting forth such
terms shall have been filed with the Secretary of State of Delaware;
and (b) such Preferred Stock is issued and sold pursuant to
resolutions of the Board of Directors and, if applicable, in
accordance with a duly authorized, completed and executed Underwriting
Agreement, as contemplated in the Registration Statement and the
related Prospectus Supplement, against payment of the consideration
fixed therefor by the Board of Directors, the Preferred Stock covered
by the Registration Statement will be duly authorized, legally issued,
fully paid and non-assessable.
4. When duly issued and sold pursuant to resolutions of the
Board of Directors and, if applicable, in accordance with a duly
authorized, completed and executed Underwriting Agreement, as
contemplated in the Registration Statement and the related Prospectus
Supplement, against payment of the consideration fixed therefor by the
Board of Directors, the Common Stock covered by the Registration
Statement will be duly authorized, legally issued, fully paid and non-
assessable and the related rights to purchase Junior Participating
Preferred Stock, Series B will be entitled to the benefits of the
amended Rights Agreement incorporated by reference as an exhibit to
the Registration Statement.
The opinions expressed above are limited to the laws of the State
of Illinois and Delaware and the federal laws of the United States,
and no opinion is expressed with respect to the laws of any other
jurisdiction or any legal matter not expressly addressed herein.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the use of our name under the
caption "Legal Opinion" in the prospectus constituting a part of the
Registration Statement.
Very truly yours,
SCHIFF HARDIN & WAITE
By: /s/ Linda Jeffries Wight
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Linda Jeffries Wight